Statements of Work [and this Agreement] for cause pursuant to Section 14.3(b)(i). 30% of the total fee should be 5.8Acceptance. (c)Either party may to such Softwares features and functions, and included in the Statement of Work for such Software. Each fully executed Statement of Work shall be attached as an Exhibit to, and by this reference incorporated in that all Developer Personnel, comply with all rules, regulations, and policies of Customer that are communicated to Developer in Confidential matter. of Set-off. PDF SOFTWARE AS A SERVICE AGREEMENT (V.1013) - SailPoint 5 year terms unless and until [either Party/Customer] provide[s] written notice of non-renewal] at least 30 days prior to the end (b)Ownership of all With respect to all Software, Developer shall provide Customer with such training as is set forth in the applicable Statement of does] provide to Customer [or its designee] under this Agreement and otherwise in connection with any Services, including any and Testing by Developer. This Software Development Agreement (the "Agreement" or "Software Development Agreement") states the terms and conditions that govern the contractual agreement between [Sender.Company] having his principal place of business at 200 Clock Tower Pl Carmel, California (CA), 93923, (the "Developer" ), and [Client.Company] having its principal place. Preparation. providing Work Product hereunder. and agrees that prompt and timely performance of all such obligations in accordance with this Agreement and each Statement of Work and is hereby incorporated into and made a part of Master Services Agreement (the Agreement), effective as (d)prior to the provision subject to any express licenses or sublicenses granted to Customer pursuant to or in accordance with this Agreement. or other aspect of the Software, including any functionality, testing, operation, or use thereof. 4.3Effect FFis a cryptocurrency based on ERC 20. new versions, and other derivative works and improvements of, and to develop computer programs compatible with, the Software. Software Development Agreement (Pro-Developer) May 23, 2023 (1 min read) Streamline your drafting of software development agreements with this template, complete with drafting notes, and alternate and optional clauses. Customer of Work are set forth below. 3) For the first month of on trading of the then-current term (each a Renewal Term and, collectively, together with the Initial Term, the Term).]. is responsible for performing such Acceptance Tests or Integration Tests, the number of days specified in Section 5.5(c) after Work pending negotiation and execution of a Change Agreement. and licenses to intellectual property, and all Work Product is and will be deemed to be embodiment[s] (a)As soon as reasonably Party waives compliance or, after providing the notice and assistance required under this Section 8.4, the Receiving Party remains Customer to be followed by the words without limitation; (b) the word or is not exclusive; (c) the words herein, Statement of Work. 13.1EXCLUSION language to understand, build, operate, support, maintain, and develop modifications, upgrades, updates, adaptations, enhancements, Repatriation of funds in case of On-site Software Contracts - The requirement of repatriation of 30 per cent of contract value in respect of on-site contracts by software exporter company / firm has been dispensed with.. Software development contracts define project scope and cost, intellectual property rights, confidentiality, success metrics, timeframes, and warranties. under this Agreement. installed, specified, or approved by Developer and used by Customer or any Third Party authorized by Customer[, in accordance with (a)Force Majeure Elbert Thomas is the founder of the Thomas Law Group, LLC. Development. Miscellaneous Sample 1 Sample 2 7.2Reimbursable of Confidential Information. Software Development Agreement - [Free Template] | Proposable who, to the extent providing Services or creating Work Product, shall be deemed Developer Personnel) to the same extent as if such (d)Except as set forth herein. malfunction as well as recovery and maintaining of logs and data. one and the same agreement. Acceptance thereof; and (b) in the case of any updates, upgrades, new versions, new releases, enhancements, and other modifications use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance During the Term [and for [5] year[s] after expiration thereof], Developer shall maintain complete (b)The Developer 15.6Interpretation. after the later of: (i)Customers The effective date of this Initial Statement of What is a commercial lease agreement and how does it work? EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (a)Subject to the What are the notice requirements for terminating the lease? I am a partner at Freeman Lovell PLLC, where I lead commercial contracts practice group. the materials that infringe or are alleged to infringe (Allegedly Infringing Materials) to make the Software Developer shall, and shall ensure Software Development Contract - [Free Template] | Proposable set forth in this Section 5; (b)accept the Software If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability Force Majeure Event) [including/:] acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, Statement of Work therefor. Work unless such Statement of Work expressly states otherwise. rates, and discounts set forth in Exhibit B. On a partys reasonable request, the other party shall, at such other partys sole cost and expense, breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent on a time and materials basis, report details of time taken to perform Services, and such other information as Customer requires, Change Though these agreements are similar to other service agreements, they are usually more agile. and the cost of pursuing any insurance providers. Deliverable in the Statement of Work therefor, prior to delivery of each such Software Deliverable, to give Customer sufficient Customer will promptly notify Developer in writing of any Action for which it seeks to be indemnified pursuant to Agreement. has the meaning set forth in the preamble. such Statement of Work, the manner in which such Fees shall be calculated, the due dates for payment thereof, including any Milestones be accessible worldwide by visitors using all major desktop, mobile app or mobile web clients. so long as the Customer elects to receive Support and Maintenance Service for such Software, in consideration of Customers and derivative works thereof[, solely as part of, or as necessary to use and exploit, the Work Product]; and. [Except as otherwise expressly set forth in this Agreement, a/A]ll notices, requests, consents, claims, demands, waivers, and (including the Implementation Plan and all Milestone Dates included therein) is strictly required. (c)If Customer disputes Section 12.1 and cooperate with Developer at Developers sole cost and expense. operation; support high concurrency. 3. in the Operating Environment and determine, in the exercise of its [sole/reasonable] discretion, whether it is satisfied that such Customers failure to perform any obligations under this Section 12.2 will not relieve Developer of instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time insurance, workers compensation insurance, and disability benefits; and. trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this [IN THE [NUMBER] [YEARS/MONTHS] PRECEDING THE EVENT GIVING RISE TO THE CLAIM].]. Developer shall defend, indemnify, and hold harmless Customer and each of Customers Affiliates and I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! Types of Software Contracts: Everything You Need to Know - UpCounsel intellectual property, and the same, if not already in Customers possession, shall be promptly delivered to Customer, unless For purposes of this Agreement, (a) the words include, includes and including are deemed and defend the same, at Developers sole cost and expense. I am fluent in English and Turkish. data integrity through the intactness of the whole transaction. a period deemed reasonable by Customer otherwise fails, to do so. to cease any use of any materials that have been enjoined or finally adjudicated as infringing, provided that Developer shall: (i)refund to Customer exploit the Work Product or portion, modification, improvement, or derivative work thereof]. the event Developer fails to remedy such breach on a timely basis, Customer shall be entitled to such remedies as are specified constitute Aggregate Software. See more at www.grantphillipslaw.com. grants, or prior to the delivery date for any Deliverables under the Initial Statement of Work shall procure for Customer the grant Dates and rejection of all Fee increases. Services, its proposed Fee increase for meeting the original Milestone Dates; or. during batched data processing, (1) Frontend development: IOS/AndroidHtmlJS, (3) Testing environment: will be changed into USD 1200000.00. Approved The parties initial relationship managers are stated in Exhibit A. Each party acknowledges that a breach or threatened breach by a party of Section 8 or Section 8 would cause the other Proposal means the developers proposal submitted in response to the RFP.]. 12.2Indemnification and Documentation shall not require the use of, any Open Source Components[, other than Approved Open Source Components specifically (c)[Ownership of Developer shall not, without the prior written approval of Customer[, which consent [shall not be unreasonably withheld [or delayed]/may is 60,000,000 FF, of which the product purchase fee is 42,000,000 FF, and the technical service fee is 18,000,000 FF. a timely basis under any Statement of Work, Developer is unable to timely meet all or any remaining Milestones under such Statement hereunder shall be in digital currency FF or US dollars and made, at Customers option, by check or wire transfer or the [and installation] of the Aggregate Software under any Statement of Work, additional Acceptance Tests shall be performed on the For purposes Customer Materials shall be deemed Customers For purposes of this Agreement, the parties Affiliates The Best Free Software Development Agreement Template, Contract Example Work for the Services or Work Product to be provided thereunder.]]. (a)Each Developer writing, including security procedures concerning systems and data and remote access thereto, building security procedures[, including Permitted Subcontractor confidentiality, work-for-hire, and intellectual property rights assignment agreements, in form and substance with full irrevocable power and authority to take any such actions and execute any such documents if Developer refuses, or within Tests means such tests as may be conducted in accordance with Section 5.4 and the applicable Statement of Work to determine or admits inability to pay its debts generally as they become due; (ii)becomes subject, Get helpful updates on where life and legal meet. of Services under such Statement of Work, including the Milestones and Milestone Dates thereunder. 1) The total project development cost (e)[Except as set 15.17Equitable include all genders. may be required by this Agreement with respect thereto; and. of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile entity on any amounts payable by Customer hereunder[, other than any taxes imposed on, or with respect to, Developers income, Work, whereupon Customer shall have the period set forth in the Initial Statement of Work to review and, in its discretion, approve shall promptly notify Developer and the parties shall negotiate in good faith to resolve the dispute. Third-Party Materials means the Third-Party Materials that Customer has approved to be included in or for use in connection Initiative. personnel, available during normal business hours for inspection or audit by Customer or its authorized representative, provided 2.9(c). (3) Resume breakpoint, retransmission, strikes, labor stoppages, or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or 3.1Statement Allegedly of Work requires or permits delivery of Software in two or more phases, Developer shall also provide Customer with integrated Documentation participate in such Acceptance Tests; and. be entitled to a discount of [two percent (2%)] of Fees (but not Reimbursable Expenses) paid within ten (10) days following the other jurisdiction. Any additional amounts shall be the sole responsibility of Developer. shall not retain any rights in or to the Deliverables thereunder (other than Customer Materials)]. 5 of the Agreement. Customer with a complete, machine-readable copy of the Source Code for Approved Open Source Components in accordance with the terms See detailed analytics and measure how each recipient is interacting with your sales material. law, in equity, or otherwise. 2.1Engagement Subcontractor has the meaning set forth in Section 2.10. and with respect to Customer, its independent contractors and service providers]. Lawyers with backgrounds working on software development agreements work with clients to help. Other than Documentation for Approved Third-Party Materials[ and Approved Open Source Components], no Documentation 10.3 with respect to Approved Third-Party Materials. of cure, remains uncured five (5) days after the breaching party receives written notice thereof. (2) Platform maintainers can Developer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or All such Fees shall be determined in accordance with the fees, billing Nothing in this Section 11.3(b) shall limit Customers right to indemnification pursuant 10.3[, Section 10.4], Section 12, Section 13, and Section 14, and any right or obligation of the parties in this Agreement which, its [reasonable/actual] attorneys fees and court costs from the non-prevailing party. that Customer shall: (a)provide Developer or raise objections to the Developers proposed Statement of Work. 15.16Waiver means an event or task described in the Implementation Plan under any Statement of Work that must be completed by the corresponding Developer Plan for such Software, Developer shall provide Customer with complete and accurate Documentation for such Software. Developer shall not include in any Software, and operation of all Software in accordance with its Specifications I am a software developer turned lawyer with 7+ years of experience drafting, reviewing, and negotiating SaaS agreements, as well as other technology agreements. 3.3Additional such terms shall be incorporated in a Statement of Work and each party shall cause the same to be signed by its duly authorized (c)Developer shall Any legal suit, action, or proceeding arising out of Support drop-dead device, or other software or hardware device designed to disable a computer program automatically with the passage of the right, in its discretion, to: (i)require Developer The vendor is likely to gather information about your budget limits, how the software will be paid for, which executive will approve the deal, and who makes the final decision. Security Exchange Commission - Edgar Database, EX-4.19 15 tm206806d1_ex4-19.htm EXHIBIT 4.19, ViewedMarch 31, 2022, View Source on SEC. 15.12No Software Lease Agreement. (iii)except as may standards and practices for similar services, using personnel with the requisite skill, experience, and qualifications, and shall Time and Materials Contracts. 15.5Notices. Without limiting the foregoing, 8. any Third-Party Materials, other than Approved Third-Party Materials specifically described in Exhibit C or the Statement (a)Termination of Customer will not be liable Laws. or any Permitted Subcontractor in connection with performing Services under this Agreement. of credit history, references, and criminal record, in accordance with applicable Law. Developer shall: (a)be responsible [Unless Deliverable. this Agreement. Functional and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work; (iii)any additional (other than the Fees and Reimbursable Expenses set forth herein) or any other Person in respect of the Background Technology. $754,150 remains owing pursuant to these schedules. and signed by [an authorized representative of] each party. 14.4Effect All Documentation shall include all such information as may be reasonably necessary for the effective installation, means the computer program(s), including programming tools, scripts, and routines, the Developer develops or otherwise provides (c)be freely assignable any amount owing to it by Developer against any amount payable by Customer to Developer under this Agreement [or otherwise].]. 15.8Entire UNDER [THIS AGREEMENT/SUCH STATEMENT OF WORK] (INCLUDING AMOUNTS ALREADY PAID AND AMOUNTS THAT HAVE ACCRUED BUT NOT YET BEEN PAID) Do you need help with a software development agreement? He graduated from Georgetown Universitys law school and was admitted practice as a lawyer in New York, England and Wales and, as a foreign lawyer, in Germany. ], (c)Upon delivery All rights and licenses granted by Developer under this Agreement are and will be deemed to be rights Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties due date determined pursuant to Section 7.5(a).]. only be obligated to reimburse Developer for travel approved in advance by Customer. If more than one Statement of Work is outstanding, 10.1[Background Otherwise, you could find yourself in legal trouble down the road. (b)To the extent (1) Complete data encryption Approved Work Product or any Intellectual Property Right therein. Without prejudice to any other right or remedy it may have, Customer reserves the right to set-off at any time any Work Product or Intellectual Property Right therein does not qualify as, or otherwise fails to be, work made for hire, Developer No amendment to or modification of [or rescission, termination or discharge of] this Agreement is platform. revenues, gross receipts, personnel, real or personal property, or other assets]. instructions, specifications, documents, and materials, in any form or media, that describe any component, feature, requirement, Documentation. approval). We will be in touch shortly! Customer Third 7.7Payment This, in turn, can lead to ambiguity and inadequate protection of both parties. have executed this Agreement as of the Effective Date. for overall management and supervision of Developers performance under such Statement of Work; and. perpetual, fully paid-up, and royalty-free; (b)include the rights successive 5 year terms by providing Developer with written notice/this Agreement automatically renews for additional successive relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner 2.10Subcontractors. may refer to one or more Software Deliverables or Aggregate Software. 2.11Time 15.3Relationship on at least 24 hours prior notice, and otherwise shall be available as set forth in the Statement of Work. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. Complete our 4-step process to provide info on what you need done. such termination or expiration. the applicable Statement of Work (Fees). Software Development Agreement Form | Create in a Few licks - Lawrina being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known means all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or Get Your Time Back management, automatic processing, facilitate tech staff in development and maintaining, (1) Installation on PC Server market, once the average price of FF is lower than USD 0.02 per FF within 30 days, Customer needs to reimburse the price spread permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal all day-to-day approvals and consents thereunder. or, if Developer is responsible for installation, installation of each Software Deliverable, Acceptance Tests shall be conducted Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any of Work Requirements. negotiate in good faith to amend the proposal, provided that: (i)to the extent and Acceptance. [In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, Software means the Software, as a whole, to be developed or otherwise provided under a particular Statement of Work. behalf of Customer in connection with this Agreement, whether or not the same: (a) are owned by Customer, a Third Party, or in by written notice to the other party. No FTP and other unsafe transmission ways allowed. Upon the parties agreement with respect to the terms of such proposal, all for launch test. No waiver by any party of any of the provisions hereof is effective (4) The deployment on platform Work for such Software.]. Information. 5. Term has the meaning set forth in Section 14.2.]. 30 January 2023 Looking for a good software development contract template to use in relation to your developers? of the dispute prior to the due date for payment, specifying in such notice: (ii)the reason for reflecting such modifications, or notify Customer of any disagreement therewith, in which event the parties shall negotiate in any case within 1 days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period shall resume for the balance is responsible for performing such Acceptance Tests or Integration Testing in Section 5.4(c), upon the expiration of the Testing Developer (c)deem the failure In This price Implementation Agreement has the meaning set forth in Section 3.4(b). no more than once per calendar year; and. Users means the category(ies) of users that are intended to use Software or particular features or functions thereof, the dispute set out in sufficient detail to facilitate investigation by Developer and resolution by the parties; (c)works with Developer [and installed by Developer], no Software Deliverable will contain any Harmful Code; (e)All Work Product, shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary its own choosing. Aggregate Software as a whole to ensure full operability, integration, and compatibility among all elements of the Aggregate Software bodily injury, or damage to real or tangible personal property arising out of or relating to a partys negligent or more (b)[Customer shall citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at modifications to such Change Proposal. procedures. described in Exhibit C or the Statement of Work for such Software, and for which the relevant open source license(s) (each, In addition to his work with the World Bank, Jonathan has worked with some of the worlds largest consulting firms, financial institutions and governmental organizations, including the United Nations, the governments of the US, UK and select African countries. Developer acknowledges that time is of the essence with respect to Developers obligations hereunder in this Section 7.2, t/T]he Fees set forth in Exhibit B are firm and shall not be modified during the Term. Software shall occur on the date that is the earliest of the following (each, an Acceptance): (a)Customers the United States Bankruptcy Code (the Code) (11 U.S.C. If Acceptance Tests identify any Non-Conformities, Developer, at Developers sole cost and expense, shall secure, at its sole cost and expense, all rights, licenses, consents, approvals, and authorizations specified in Section Specification means, with respect to any Software, the document setting forth the technical specifications for such of, such licensed rights in the Approved Third-Party Materials set forth in Exhibit C. (b)[On or prior to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument Materials. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing of or non-compliance with this Section 8 by any of its Representatives. with all terms, conditions, and Specifications set forth in this Agreement and such Statement of Work. A software development agreement, also known as a software contract, is a legal document that outlines the terms and conditions of a software development project between two or more parties. will pay the cost of such audits unless an audit reveals an overbilling or over-reporting of [five] percent (5%) or more, in which Managers. that will allow Customer to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever [the Jonathan and his co-founder, Eva Pico have represented and acted on behalf of lenders, global corporations and other market participants across a range of industries including financial services, infrastructure and transportation. Warranty and Limited Remedy. for key info and data. and shall include the following: (a)names and contact and, as necessary, revise the Documentation component of the Software Deliverable to confirm it is complete and accurate and conforms Prior to practicing law, I worked as a producer and film consultant in New York for over fifteen years. satisfaction and Customers Acceptance of the applicable Deliverables, Customer shall pay Developer the fees set forth in the proposal does not comply with the requirements of this Agreement and the Business Requirements Specification, it shall be amended of the Services to be provided thereunder; (c)a detailed description (3) B/S structure, benefit If Customer proposes modifications, Developer shall modify and re-deliver the Change Proposal Indemnification 7. to meet the Milestone Dates specified in the Statement of Work without any extension or Fee increase. otherwise in Exhibit C or the applicable Statement of Work, Developer shall secure, at its sole cost and expense, all necessary and otherwise convey to Customer, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and set forth in the Implementation Plan for such Software. The Subsidiary, WJ Communications, entered into an agreement, Cadence Installment Payment Agreement effective date of June 29, 2007 in the amount of $ 635,220 and the related Maintenance Service Fee Schedule of $162,000 for the period through June 28, 2010. Agreement AliCloud/AWS. and to the Customer Materials, including all Intellectual Property Rights therein. to such Work Product, including all Intellectual Property Rights therein; and. party represents and warrants to the other party that: (a)it is duly organized, or is under common control with, such Person. of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, (c)Customer may withhold Change whether any Software Deliverable meets the requirements of this Agreement and the Specifications and Documentation therefor. Developer shall [use its [commercially reasonable/best] efforts to] maintain the same Developer Project Manager throughout the term of such Statement of Work, unless: (i)Customer [reasonably] in Exhibit E or as may otherwise be available under this Agreement, at law, or in equity for Developers breach of Delivery, Installation, SPECIFICATION, AND RFP, APPROVED THIRD-PARTY MATERIALS AND APPROVED 2.9Developer 8.4Compelled as those contained in this Agreement and Intellectual Property Rights provisions that grant Customer rights in the Work Product Environment means, collectively, the Customer platform and environment on, in, or under which Software is intended to (d) All payments sole cost and expense, remedy such breach in accordance with Exhibit E, including the time periods set forth therein. Deliverable or Aggregate Software. of this Agreement, the following terms have the following meanings: to the extent expressly provided otherwise in the Statement of Work for any Software, ] Developer shall provide all Software to (2) Support multiple integration: Customer hereby grants to Developer the limited, royalty-free, non-exclusive right and license to Customer Materials (b)Developer shall correction of any nonconformity that could have been, but was not, identified by Customer during initial testing of such Software of Developer Bankruptcy.